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Superstrada Pedemontana Veneta SPA: 30 November 2017

The Notes will be secured on a senior secured basis or subordinated secured basis (as applicable) by Security Interests created pursuant to the following Security Documents: (i) an Italian law pledge over shares in the Issuer held by Consorzio Stabile SIS S.C.p.A.; (ii) an Italian law "privilegio generale" over certain of the Issuer's movable present and future assets pursuant to Article 186 of the New Italian Public Contracts Code, including receivables under the Concession; (iii) an Italian law assignment by way of security (cessione dei crediti in garanzia) in relation to certain of the Issuer's receivables under the Concession; (iv) English and Italian law pledges over the Issuer's bank accounts (including the Debt Service Reserve Account, the Maintenance Reserve Account, the Insurance and Compensation Account, the Proceeds Account and the Escrow Account, but excluding the Distribution Account, the VAT Accounts and the Toll Collection Account (Conto Pedaggi)); (v) an Italian law assignment by way of security of the receivables under certain Project Documents (other than, among others, the Concession Agreement); and (vi) an Italian law assignment of receivables under shareholder loans. In certain circumstances BNY Mellon Corporate Trustee Services Limited (the "Trustee") may exercise Step-in Rights and designate a company to substitute the Issuer under the Concession Agreement.

The Notes are a means to fund construction of the Superstrada Pedemontana Veneta toll road, a 94.6km greenfield toll road that is being constructed in the Veneto Region in the northeast of Italy. The Project is being carried out pursuant to a concession agreement Consorzio Stabile SIS S.C.p.A. have entered into with the Veneto Region. In addition to the main axis of the SPV, the Project also includes the construction of 68.3km of secondary and access roads, including the entrance and exit ramps, for a total length of approximately 163km.

CRR 405: The arranger/issuer believe the transaction does not fall within the EU Risk Retention and Due Diligence Requirements.

Compare/contrast: Autoroute de Liaison Seine-Sarthe 2.485% - 2046, Autostrada Brescia Verona Vicenza Padova SpA